Virginia: Corporate Bylaws Adoption and Amendment Requirements
The short answer
Virginia requires initial bylaws and lets either the incorporators or the board adopt them. Shareholders may amend or repeal bylaws, while the board generally shares that power unless the articles reserve it or shareholders protect a particular bylaw. Virginia also requires the corporation to retain its current bylaws and gives shareholders a direct inspection-and-copy route on signed advance notice. Special same-threshold rules protect bylaws that increase board quorum or voting requirements.
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This is the general rule in Virginia. Ask about your specific facts and see which parts of current Virginia law apply, with citations to the statutes.
| Governing law and covered corporation | Virginia Stock Corporation Act, Title 13.1, Chapter 9; ordinary domestic stock-corporation bylaws (§§ 13.1-623 to -625) |
|---|---|
| Initial-bylaw duty and no-bylaws defaults | Mandatory: incorporators or board shall adopt initial bylaws; no ordinary bylaw-free alternative is stated (§ 13.1-624(A)) |
| Adoption authority | Incorporators or board adopt initially; shareholders and board generally share later amendment/repeal power, subject to articles reservations and protected shareholder bylaws (§§ 13.1-624, 13.1-714) |
| Organizational action and timing | After incorporation, named initial directors organize and adopt bylaws, or incorporators elect a board/completely organize; unanimous signed written consent may replace the organizational meeting; meeting may be in/out of Virginia; no numeric deadline (§ 13.1-623) |
| Permitted contents and limits | Any provision consistent with law and articles; proxy-access procedures and specified internal-claim forum bylaws are authorized, but internal claims cannot be barred from Virginia courts or forced to arbitration (§ 13.1-624) |
| Amendment, repeal, and reserved power | Shareholders may amend/repeal; board may do so unless articles or § 13.1-715 reserve power, or shareholders expressly bar board amendment/repeal/reinstatement of a bylaw, subject to the proxy-access-process exception (§§ 13.1-624(E), 13.1-714) |
| Higher-vote and special-bylaw rules | Shareholder-adopted higher-board-quorum/vote bylaws are shareholder-only unless they say otherwise; board repeal must meet the existing heightened quorum/vote; committees cannot adopt/amend/repeal; separate emergency-bylaw route applies (§§ 13.1-625, 13.1-689, 13.1-715) |
| Signature, filing, records, and inspection | No general execution, notarization, certification, or Commission filing for ordinary bylaws; corporation must maintain current bylaws; shareholder may inspect/copy them at principal office after signed notice to secretary at least 10 business days ahead (§§ 13.1-770(E)(2), 13.1-771(A)) |
| Shareholder-agreement and entity boundaries | A qualifying all-shareholder agreement may be in bylaws or a signed writing, can alter board/governance power, and can be deleted from bylaws by board without shareholder action after it ceases; nonstock, professional, benefit, regulated, foreign, and other special entities remain outside this row (§ 13.1-671.1) |
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Requirements one by one
Virginia requires initial bylaws and offers two adoption actors
Va. Code § 13.1-624 requires initial bylaws and permits either the incorporators
or the board of directors to adopt them. The Act does not offer an ordinary
stock corporation a no-bylaws alternative.
Va. Code § 13.1-623 explains the organization sequence. If initial directors
are named in the articles, a majority calls their organizational meeting and
the directors adopt bylaws while completing organization. If no initial
directors are named, the incorporators meet to elect a board and either complete
organization themselves or leave completion to that board.
Every incorporator or initial director may instead sign one or more written
consents describing the action. The organizational meeting may be held inside
or outside Virginia, and the section states no numeric post-incorporation
deadline.
Shareholders and the board share later power, with enforceable locks
Va. Code § 13.1-714 gives shareholders power to amend or repeal bylaws. The
board generally may do the same, except when the articles or Va. Code
§ 13.1-715 reserve power to shareholders or when shareholders expressly state
that the board may not amend, repeal, or reinstate a particular bylaw.
The current Act has a narrow exception for proxy-access procedure. Under Va.
Code § 13.1-624(E), shareholders cannot use the ordinary lock to prevent the
board from adjusting or adding reasonable, practicable, orderly conditions and
procedures to a bylaw requiring shareholder nominees in the corporation's
proxy or consent materials.
Higher board quorum and vote bylaws carry their own repeal rule
Va. Code § 13.1-715 protects a bylaw that increases the board's quorum or voting
requirement. If shareholders originally adopted it, only shareholders may
amend or repeal it unless the bylaw says otherwise. If the board adopted it,
either shareholders or the board may act.
When the board changes such a bylaw, it must satisfy the same quorum and vote
then required for board action. A shareholder-adopted higher-requirement bylaw
may also specify the shareholder or board vote needed to change it.
Board committees do not inherit this authority. Va. Code § 13.1-689 expressly
bars a committee from adopting, amending, or repealing bylaws.
Current law expressly addresses proxy access and internal-claim forums
Va. Code § 13.1-624 permits any bylaw provision consistent with law and the
articles. It specifically authorizes a bylaw requiring the corporation to
include one or more shareholder-nominated director candidates in proxy or
consent materials, subject to bylaw procedures and conditions.
The same section authorizes exclusive-forum bylaws for defined internal
corporate claims. The selected forum may include a Virginia circuit court or
federal district court and, if specified, additional courts in Virginia or a
jurisdiction where the corporation's principal office is located. The bylaw
cannot create jurisdiction where none exists, prohibit an internal claim in
Virginia's courts, or force such a claim into arbitration.
Va. Code § 13.1-625 separately allows the board, unless the articles say
otherwise, to adopt emergency bylaws for a qualifying catastrophic event,
epidemic, pandemic, or governmental emergency declaration. Shareholders may
amend or repeal them, consistent ordinary bylaws remain effective, and the
emergency bylaws end with the emergency.
Current bylaws must be retained and are directly inspectable
Va. Code § 13.1-770 requires the corporation to maintain its bylaws as currently
in effect. Va. Code § 13.1-771 then entitles a shareholder to inspect and copy
that record during regular business hours at the principal office after
delivering signed written notice to the secretary at least ten business days
before the desired inspection date. The articles or bylaws cannot abolish or
limit this inspection right.
The surveyed sections prescribe no general signature, acknowledgment,
notarization, certification, or State Corporation Commission filing for the
ordinary bylaw text itself. The signed-notice rule belongs to the shareholder's
inspection demand, not to execution of the bylaws.
A qualifying shareholder agreement is a separate governance layer
Va. Code § 13.1-671.1 permits an agreement approved by every then-current
shareholder to appear in the articles or bylaws, or in a signed writing known to
the corporation. It can restrict or transfer board authority and alter voting
or management arrangements. If it later ceases to be effective, the board may
delete it and its references from the articles or bylaws without shareholder
action. This specialized agreement should not be treated as an ordinary bylaw
amendment.
What trips people up
The initial adoption actors differ from the later amendment actors.
Incorporators can adopt the first bylaws under Va. Code § 13.1-624, but Va. Code
§ 13.1-714 describes later amendment and repeal in terms of shareholders and
the board.
Not every shareholder lock is absolute. The 2026 proxy-access rule preserves
board authority to maintain a reasonable and orderly nomination process even
when shareholders adopted the proxy-access bylaw.
The inspection right for current bylaws is easier than the proper-purpose
route for more sensitive corporate records. Current bylaws sit in the records
group available on signed advance notice under Va. Code § 13.1-771(A).
Common questions
Can incorporators adopt Virginia bylaws before a board acts?
Yes. Va. Code § 13.1-624 names incorporators and the board as alternative
initial-adoption actors, while Va. Code § 13.1-623 supplies the organizational
meeting or unanimous written-consent mechanics.
Can shareholders prevent the board from changing a particular bylaw?
Generally yes, if their adoption, amendment, or repeal action expressly says
the board may not amend, repeal, or reinstate it. The statutory proxy-access
procedure exception still applies.
Must a shareholder explain a proper purpose to inspect current bylaws?
Va. Code § 13.1-771(A) places current bylaws in the direct records tier and
requires signed advance notice. The separate ownership, proper-purpose, and
particularity conditions in subsection D apply to the additional records listed
in subsection C.
Statutes and sources
- Virginia Stock Corporation Act, Va. Code §§ 13.1-623 to -625, 13.1-671.1,
13.1-689, 13.1-714 to -715, and 13.1-770 to -771 — current official Code
pages dated August 20, 2026 and incorporating the cited 2026 enactments.
Source links
Every statute quoted above, linked, with the date we checked it.
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